Lizanne Thomas is partner-in-charge of the 150-lawyer Atlanta office of Jones Day and also heads the firm’s global corporate governance team. While her roots are as an M&A lawyer, Thomas practices, teaches, and lives corporate governance. She has taught corporate governance in lectures to leading business organizations, companies and universities throughout the world. She represents special committees in going private and other control transactions, as well as internal investigations involving issues from financial restatements to allegations of executive misconduct.
Thomas is a member of the board of directors of Krispy Kreme Doughnuts, Inc., where she serves as chair of the governance committee, member of the compensation committee and previously served as co-chair of the Special Committee charged with investigating a variety of allegations relating to the company.
Thomas spoke with The Atlanta Journal-Constitution about corporate boards being under siege, new corporate governance regulations and why her life is not like a teeter-totter.
Q: What do you think about recent changes in corporate governance?
A: I believe that the sins of the few have been visited upon the many. The vast majority of our nation's corporations are not out of control. Yes, there were a few companies – and leaders -- that were greedy, but this was not the central cause of the financial crisis. The business leaders we have come to know and respect do not conduct business in a cavalier way.
Q: What is the mood of boards today?
A: Ultimately optimistic but they do feel under siege for the near-term. In the long-term, I believe we will all settle down and allow our corporate leaders to get back to strategy, innovation and growth. In the short-term, though, especially in light of the Dodd-Frank Wall Street Reform and Consumer Protection Act, we will see regulatory zeal and single-issue shareholder activism that will encourage boards and executives to exalt short-term performance over all else. The unfortunate result, I fear, will be a further slowing of economic progress and diversion of energy and resources away from those factors that drive sustainable economic value.
Q: What is your opinion of a triple bottom line – profit, people and the planet?
A: I think if you ask any corporate leader worth their salt, they will tell you that embedded in commitment to shareholder value is a commitment to doing right by all sorts of constituencies, from employees to the environment, from customers to community.
Q: A few years ago, corporations were decrying Sarbanes-Oxley. Is Dodd-Frank as egregious?
A: When Sarbanes-Oxley happened, boards were concerned, challenged and then energized. Sarbanes-Oxley is essentially a compliance statute, which resulted in the creation of new checklists and processes, many of them good. It didn't alter the mission of a corporation or of its leadership. Dodd-Frank, on the other hand, cannot be addressed by checklists.
Q: Is this your view?
A: I attend about 100 board meetings a year, some as corporate counsel, some as a board member myself. The old boys club has long since disappeared. Today's directors are incredibly hard working. They prepare, they question management with energy and fairness and they question themselves. I fear that Dodd-Frank and its unintended consequences will be disruptive at best, destructive at worst. On the other hand, I am confident that the dialogue may begin to shift a bit.
Q: Was it hard being one of the first women to join a bluestocking Atlanta law firm nearly 30 years ago?
A: I consider myself to be in the second generation, not the vanguard. I am grateful every day for that first wave of women, like Dorothy Yates Kirkley, who knocked doors down. For me, the doors were cracked open and I only needed to walk right through. Throughout my career, I felt supported and lifted up by those who came before me and those who were right beside me – men and women.
Q: Why did you choose to run the Atlanta office of Jones Day?
A: I guess you could say I was volunteered. My parents were older and I was an only child. It was important to them that I be independent, so I tend to think of this career as a logical result of their nurturing ... and pushing!
Q: How have you balanced career and family?
A: I don't use the word balance. It reminds me of a teeter-totter, something that never felt particularly fun or safe to me. I prefer to talk about integration. My colleagues and our clients know the importance of my sons and vice versa.
Q: Why do you love being a lawyer?
A: I like being effective. I like developing an ordered set of facts from chaos, then considering the legal, financial, strategic, cultural and emotional issues, and finally navigating my way through all of those factors to solve a problem or seize an opportunity. I like counseling and, of course, I love winning.
Q: What advice do you give young lawyers?
A: I tell them to love the work and if they don't, go find work they do love. Their work needs to be thoughtful on the big issues and dead right on the small ones. Beat expectations. If it's due on Friday, get it in on Thursday. Be interested in and well read on our clients' businesses, not just the subjects they will face. Build bridges in all possible ways, with those who are senior, with peers, subordinates and especially staff. Act with manners and always take the high road. Be a gracious loser and an even more gracious winner. Have a sense of humor.
Meet Lizanne Thomas
Title: Partner-In-Charge, Atlanta office, for Jones Day.
Age: 53
Education: Washington & Lee University School of Law (JD 1982), Furman University (BA 1979)
Hometown: Ocala, Fla.
Currently resides in: Near Emory University
Husband: David Black
Children: Roger, 22, Riley, 19, both college students
Favorite fictional lawyer: Atticus Finch, though Meg Jones, the Mary Kay Place character in "The Big Chill," gets an honorable mention
Favorite way to relax: Weeding my butterfly garden
Guilty pleasure: Truffles, whether chocolate or fungus
Favorite Krispy Kreme donut: Original glazed, hot
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